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EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or
director, or both, of EOG Resources, Inc., a Delaware corporation (the
"Company"), does hereby constitute and appoint Barry Hunsaker, Jr., Patricia L.
Edwards and Timothy K. Driggers their true and lawful attorneys and agents
(each with authority to act alone), to do any and all acts and things and to
execute any and all instruments which said attorneys and agents deem necessary
or advisable to enable the Company to comply with the Securities Act of 1933,
as amended, and any rules, regulations, and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of the offering, sale and delivery of certain
securities of said corporation as set forth below (the "Securities"), including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer or director, or both, of the Company to Registration
Statements or to any amendments (including post-effective amendments) thereto
filed with the Securities and Exchange Commission in respect of said
Securities, and to any instrument or document filed as part of, as an exhibit
to or in connection with said Registration Statements or amendments, and the
undersigned does hereby ratify and confirm as his own act and deed all that
said attorney and agent shall do or cause to be done by virtue hereof.
The Securities of the Company covered by this power of attorney are:
(i) Debt securities of the Company consisting of debentures (whether
senior, senior subordinated or subordinated), notes and/or other
unsecured evidences of indebtedness, including without limitation
debt securities convertible into Common Stock, par value $.01 per
share ("Common Stock"), of the Company and the related Series E
Junior Participating Preferred Stock Rights ("Rights");
(ii) Common Stock (including any associated Rights), including without
limitation Common Stock (including any associated Rights) which
may be issued upon conversion of any securities of the Company or
any of its subsidiaries;
(iii) Preferred stock, par value $.01 per share, of the Company and
depositary shares and receipts representing fractional shares of
such stock; and
(iv) Debt or equity securities of any subsidiary of the Company,
including securities convertible into Common Stock (including any
associated Rights).
IN WITNESS WHEREOF, the undersigned has subscribed these presents this
27th day of September, 2000.
/s/ GEORGE A. ALCORN
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George A. Alcorn
